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As filed with the Securities and Exchange Commission on September 13, 202229, 2023

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Volcon, Inc.

(Exact Name of Registrant as Specified in Its Charter)

3121 Eagles Nest, Street, Suite 120

Round Rock,, TX78665

(512) (512) 400-4271

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Greg Endo

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(512) 400-4271

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Amy R. Curtis

Mark R. Goldschmidt

William H. Levay

Holland & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Telephone: (214) 964-9500

Fax: (214) 964-9501

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion Dated September 13, 2022

PRELIMINARY PROSPECTUS29, 2023

22,072,464 SharesPRELIMINARY PROSPECTUS

___________ Shares of Common Stock

This prospectus relates to the resale by the selling stockholders named in this prospectus of up to 22,072,464

We are offering           shares of our common stock par value $0.00001 per share, of Volcon, Inc. (“our,” “we,” “us,” the “Company” or “Volcon”). These 22,072,464 shares of common stock consist of:

The 2022 Warrants, the Convertible Notes, and the Placement Agent Warrant were issued in reliance upon the exemption from registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). We are registering the Resale Shares issuable upon the exercise or conversion, as applicable, of the 2022 Warrants, the Convertible Notes, the Placement Agent Warrant and the Underwriter Warrant to allow the selling stockholders named herein to, from time to time, offer and sell or otherwise dispose of the Resale Shares covered by this prospectus. For a description of the transactions pursuant to which this resale registration statement relates, please see the section titled “Selling Stockholders.”

Our registration of the Resale Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of such shares of common stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the Resale Shares covered by this prospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may also resell the Resale Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus titled “Plan of Distribution.”

We will not receive any of the proceeds from the sale of the Resale Shares by the selling stockholders. However, we will receive proceeds from the exercise of the 2022 Warrants, the Placement Agent Warrant and the Underwriter Warrant if the 2022 Warrants, the Placement Agent Warrant and/or the Underwriter Warrant are exercised for cash.

Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuant to this prospectus.

We will bear all costs, expenses and fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of our common stock.offering.

Our common stock is listed on theThe Nasdaq Capital Market, or Nasdaq, under the symbol “VLCN”. The last reported sale“VLCN.” On September 28, 2023, the closing price of our common stock on September 12, 2022Nasdaq was $2.68$0.42 per share.

We are an “emerging growth company” as defined in Section 2(a) ofunder the Securities Act of 1933, as amended,federal securities laws and we have electedare subject to comply with certain reduced public company reporting requirements.requirements for this prospectus and future filings.

An investmentInvesting in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus.

________________________

(1) In addition to the discounts and commissions disclosed above, upon consummation of this offering we will issue to Aegis, or its designees, warrants to purchase an aggregate number of shares of our common stock involves significant risks. You should carefully considerequal to 10.0% of the risk factorsaggregate number of shares of common stock issued in this offering, at an exercise price per share equal to 125% of the public offering price. See “Underwriting” beginning on page 1013 for additional information regarding the compensation payable to the underwriter.

The offering is being underwritten on a firm commitment basis. We have granted an option to the underwriter to purchase up to additional shares on the same terms and conditions set forth above from us within 45 days after the date of this prospectus and in our periodic reports filed from timesupplement to time withcover over-allotments.

Neither the Securities and Exchange Commission (the “SEC”), which are incorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this prospectus and the documents we incorporate by reference, before you make your decision to invest in our common stock. 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upondetermined if this prospectus supplement or the accuracyaccompanying prospectus is truthful or adequacy of this prospectus.complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the shares against payment through the facilities of the Depository Trust Company on or about September            , 2023.

Sole Book-Running Manager

Aegis Capital Corp.

The date of this prospectus is                        September __, 2022, 2023.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC pursuant to which the selling stockholders may, from time to time, offer and sell or otherwise dispose of the shares of our common stock coveredWe incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding to invest in our securities.

We willhave not, receive any proceeds from the sale by such selling stockholders of the securities offered by them described in this prospectus. However, we will receive proceeds from the exercise of the 2022 Warrants, the Placement Agent Warrant and the Underwriter Warrant if the 2022 Warrants, the Placement Agent Warrant and/or the Underwriter Warrant are exercised for cash.

Neither we nor the selling stockholders haveunderwriter has not, authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement orin any free writing prospectusprospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholdersWe take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

This prospectus and the information incorporated by reference into this prospectus may contain references to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither we nor the selling stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find More Information.”

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus forms a part, or any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”“Risk Factors” included or incorporated by reference in this prospectus.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.  You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “intends,” or “hopes” or the negative of these or similar terms.  In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.  Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us.  We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this prospectus describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus in the case of forward-looking statements contained in this prospectus.

Prospectus Summary

This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider before deciding whether to invest in our common stock. Therefore, you should read the entire prospectus (including the documents incorporated by reference herein and therein), especially the “Risk Factors” section beginning on page 109 of this prospectus, and any similar section contained in the accompanying prospectus and the documents incorporated by reference herein, and our consolidated financial statements and the related notes incorporated by reference in this prospectus, before deciding to invest in our common stock. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” or “our Company,” and “Volcon” refer to Volcon, Inc., a Delaware corporation.

OverviewOur Company

We are an all-electric, off-road powersports vehicle company developing electric two and four-wheel motorcycles and utility terrain vehicles, or UTVs, also known as side-by-sides, along with a complete line of upgrades and accessories. In October 2020, we began building and testing prototypes for our future offerings with two off-road motorcycles – the Grunt and the Runt. Our motorcycles feature unique frame designs protected by design patents. Additional utility and design patents have been filed for other aspects of Volcon’s vehicles.

We initially began to sell and distribute the Grunt and related accessories in the United States on a direct-to-consumer sales platform. We terminated our direct-to-consumer sales platform in November 2021. Prior to the termination of our direct-to-consumer sales platform, U.S. customersconsumers made deposits for 360 Grunts (net of cancellations) and five Runts, plus accessories and a delivery fee representing total deposits of $2.2 million. These orders were cancellablecancelable by the customerconsumer until the vehicle was delivered and after a 14-day acceptance period, therefore the deposits were recorded as deferred revenue. As of June 30, 2022, we havehad completed shipping of all Grunts sold through our direct-to-consumer sales platform. Due to delays in developing the Runt, we refunded the deposits made for all Runts.

Beginning in November 2021, we began negotiating dealership agreements with powersports dealers to display and sell our vehicles and accessories. Customers can now, or will soon be able to, buy our vehicles and accessories directly from a local dealership. Some of these dealers will also provide warranty and repair services to customers. Through August 31, 2022,As of September 29, 2023, we have entered into more than 130 dealership agreements. Each dealer has agreed to initially133 active dealers. Dealers can order a minimumany of two Grunts. Upon sale of a Grunt the dealer may order an additional Grunt.our available products provided they are current on their accounts receivable and are within their established credit limit. We expect that once we have increased manufacturing capacity that dealers will be able to order in higher quantities to support their customer demand. We also expect to be able to offer the dealers a financing option, or “floor plan”payment terms of up to 90 days to make higherlarger purchases of our vehicles and we expect to enter into an accounts receivable factoring arrangement to allow the Company the ability to generate cash for working capital, but we do not currently have this financing option available. We have an agreementagreements with a third-party financing companycompanies to provide financing to qualified customers of each dealer. There is no recourse to the Company or the dealer if the dealer’s customer defaults on the financing agreement with this third party.the third-party.

OurAs of September 27, 2023, we have signed agreements with six importers in Latin America and one importer for the Caribbean Region, collectively referred to herein as the LATAM importers, to sell our vehicles and accessories in their assigned countries/markets. In June 2022, we signed an exclusive distribution agreement with Torrot Electric Europa S.A., referred to herein as Torrot, to distribute their electric motorcycles for youth riders in Latin America. As discussed below, the agreement with Torrot was superseded by the December 2022 agreement to sell Volcon cobranded Torrot youth motorcycles. We use our LATAM importers to sell Volcon cobranded Torrot youth motorcycles in Latin America.

In October 2022, we signed an expanded agreement with Torrot to also be the exclusive distributor of Torrot and Volcon co-branded youth electric motorcycles in the United States as well as Latin America. This agreement supersedes the original Torrot agreement and once all Torrot branded inventory is sold, we will no longer distribute Torrot branded motorcycles. Finally, in December 2022, we signed an expanded agreement with Torrot to be sold globallythe exclusive distributor of Volcon co-branded youth electric motorcycles in a three-phase rolloutCanada. In June 2023, we wrote down all remaining Torrot branded inventory in the amount of $84,000. On September 27, 2023, we wrote down the Volcon cobranded Torrot youth motorcycles by $1,621,759 to reduce their cost to the estimated net realizable value.

We expect to expand our global sales of our vehicles and accessories beyond our current LATAM importer base. We expect to sign more LATAM importers in 2023 and expect to begin selling in Canada in 2024. We expect export sales – Latin America importers in 2021, Canada expected in 2022 and Europe and Australia expected in 2023. Export sales areto be executed with individual importers in each country that buy vehicles by the container. Each importer will sell vehicles and accessories to local dealers or directly to customers. Local dealers will provide warranty and repair services for vehicles purchased in their country.

As of August 31, 2022, we have signed agreements with five importers in Latin America and one importer for the Caribbean Region, collectively referred to herein as the LATAM importers. In May 2022 we signed an exclusive distribution agreement with Torrot Electric Europa S.A., referred to herein as Torrot, to distribute their electric motorcycles for youth riders in Latin America. We will use our LATAM importers to sell Torrot’s products in Latin America.

In July 2022, we expanded our offerings with the introduction of the first of our Volcon UTV models, the Stag, which we anticipate will be available for delivery to customers in the fourth quarter of 2023, followed by additional models of the Stag expected in 2024 and 2025. The Stag will be manufactured by a third-party and incorporate electrification units, which include batteries, drive units and control modules provided by General Motors. Beginning in June 2022, we have taken non-binding pre-production orders which are cancelable prior to delivery. We also expect to introduce a higher performance, longer range UTV (to be named) but development of this vehicle has not yet begun and no timeline for its development and release has been determined.

Through August 2022, we assembled the Grunt in a leased production facility in Round Rock, Texas. In August 2022, we announced that we will outsource the manufacturing of the Grunt to a third-party manufacturer, which we anticipate will reducehas reduced costs and improveimproved profitability on the Grunt and expect to receive Grunts from this manufacturer in November 2022.Grunt. We also outsourced the manufacturing of the 2023 Grunt EVO to the same third-party manufacturer. The 2023 Grunt EVO will replacehas replaced the Grunt and has a belt drive rather than a chain drive as well as an updated rear suspension. We have received prototypes of the Grunt EVO in the first quarter of 2023 and began selling the Grunt EVO in the third quarter of 2023.

In JulySeptember 2022, we expandedreduced our offerings withheadcount in our product development and administration departments as we outsourced the introductiondesign and development of the firstcertain components of our Volcon Stag UTV models, the Stag LE, whichvehicle development. We also hired our Chief Marketing Officer and hired additional sales and marketing employees and increase marketing activities to further support our brand and products. In September 2023, we anticipate will be available for deliveryreduced our headcount in the first half of 2023, followed by additional models of the Stag expected in 2024several departments to reduce costs and 2025 and the introduction of a higher performance, longer range UTV (to be named) which we expectcontinue to begin delivering in 2025. The Stag will be manufactured by a third party and incorporate electrification units, which include batteries, drive units and control modules provided by General Motors. As of August 31, 2022 we have taken non-binding pre-production orders. Pre-orders of the Stag are non-binding and cancellable prior to delivery.evaluate other cost reduction opportunities.

We began taking pre-orders for an E-Bike, the Brat, in September 2022 and expect shipments to customers to beginbegan in the fourth quarter of 2022. The Brat is being manufactured by a third party. We are also workingthird-party. In January 2023, we began selling the Brat directly to finalize arrangementsconsumers through our website. Consumers who order the Brat from our website can have the Brat shipped to their specified destination.

In November 2022, we finalized an agreement for a third-party to manufacture the Runt to be manufactured by a third partyLT. We received prototypes of the Runt LT in the first quarter of 2023 and we expect to begin selling the Runtsales in the secondfirst quarter of 2023.2024.

The estimated fulfillment of all orders we have received assumes that our third-party manufacturers can successfully meet our order quantities and deadlines. If they are unable to satisfy orders on a timely basis, our customers may cancel their orders.

Our IndustryRecent Developments

The powersports industry is made up of on-roadCompensation Reductions

On September 1, 2023, our Compensation Committee determined that for the 2023 compensation year, all cash bonuses payable to the Company’s officers, if any, shall no longer be payable in cash and off-road motorcycles, all-terrain vehicles, or ATVs, UTVs, personal watercraft, snow machines, and portable generators. We are focusing solely on off-road motorcycles and UTVs. The ATV market, in which a single rider sits on top of a four-wheeled vehicle (as opposed to sitting inside a UTV), is not a market we currently intend to pursue but will continue to evaluate our lineup of vehiclesshall be payable in the future.form of stock awards valued as of the date of determination of the bonus amount, if any. In addition, the Compensation Committee and Board further approved that all future quarterly Board cash fees shall be payable in the form of stock awards valued as of the date of determination of the award amount. Also, our CEO, CFO and COO have voluntarily reduced their annual salaries by ten percent.

Outdoor recreation is a major driver of the American economy. In 2019, the U.S. Bureau of Economic Analysis, or the BEA, found that outdoor recreation drives $788 billion of economic activity in America. The BEA noted that twoWaiver and four-wheel powersports make up $39 billion of that total–the fourth largest total of all outdoor recreation activities.Modification Agreement

AccordingOn May 19, 2023, we entered into a Securities Purchase and Exchange Agreement (the “Purchase Agreement”) with Empery Asset Master, LTD, Empery Tax Efficient, LP and Empery Debt Opportunity Fund, LP (collectively, the “Investors”) pursuant to Stratview Research – Powersports Market Research Report,which the powersports industry grew by 10% in terms of units in 2020, its highest growth rate ever achieved. The long-term outlook for growth and demand for powersports, accordingCompany:

(A) issued to the report, especially off-road vehicles, or ORVs,Investors in a private placement (i) senior convertible notes in an aggregate principal amount of $4,934,783 (the “Convertible Notes”), which have a current conversion price of $0.75 per share, and power watercraft, or PWCs is positive. The Stratview Research report estimates(ii) warrants to purchase 5,434,783 shares of common stock with a current exercise price of $0.75 per share of common stock (the “New Warrants”);

(B) exchanged the powersports market to growsenior convertible notes due February 24, 2024 in principal amount of $27,173,913 (the “Original Notes”) for: (i) senior convertible notes due February 24, 2024 in principal amount of $3,690,422 at a compound annual growth rate, or CAGR,current conversion price of 5.7% during 2022$0.75 per share, subject to 2027further adjustment upon the occurrence of specified events (the “Series A Exchange Notes”); and (ii) senior convertible notes due February 24, 2024 in principal amount of $23,483,491 at a current conversion price of $0.75 per share, subject to reach a valuefurther adjustment upon the occurrence of $47.9 billion by 2027.

According to a report by Allied Market Research,specified events (the “Series B Exchange Notes,” and together with the global ATVSeries A Exchange Notes, the “Exchange Notes” and UTV market was valued at $7.6 billion in 2017,the Convertible Notes together with the Exchange Notes, the “Notes”); and is projected to reach $11.95 billion by 2027, registering a CAGR of 6.7% from 2020 to 2027.

According to Market Reports World, global off-road motorcycles market size is estimated to grow at CAGR of almost 8% with new vehicle sales of 124.95 thousand units during the forecast period 2022 to 2027.

While the post-COVID pandemic growth rates may not be this steep, and inflationary pressures and any possible recession may impact demand, we believe the new culture of escape and outdoor activities will continue to drive off-road powersports recreation. We believe there are very few all-electric off-road powersports companies, and traditional powersports companies have only recently started making electric products, so significant data on off-road electric vehicles does not exist yet.

Our Products(C) exchanged the common stock purchase warrants issued in connection with the Original Notes to purchase 9,057,971 shares of common stock (the “Original Warrants”) for warrants to purchase 17,057,971 shares of common stock with a current exercise price of $0.75 per share of common stock (the “Exchange Warrants” and together with the New Warrants, the “Warrants”).

WeWith respect to the Notes and Warrants, if the Company issues or sells any shares of its common stock (with limited exceptions) for a consideration per share (the “New Issuance Price”) less than a price equal to the conversion price of the Notes or exercise price of the Warrants in effect immediately prior to such issue or sale, the conversion price of the Notes and exercise price of the Warrants will feature motorcyclebe reduced to an amount equal to such new issue price (subject to a floor price of $0.22).

In addition, the Purchase Agreement restricted the Company from conducting additional offerings of its equity securities until September 25, 2023.

On September 14, 2023, the Company entered into a Waiver and UTV products that are all-electric and for off-road use only. On-road products require costly levels of certification, homologation and complianceModification Agreement (the “Waiver Agreement”) with the Department of Transportation (DOT),Investors pursuant to which the National Highway Traffic Safety Administration (NHTSA) and other government regulators. As such, we are solely focusingInvestors waived the restriction on the off-road market, other than our E-BikeCompany’s ability to conduct a planned underwritten public offering of shares of its securities (the “Offering”). In addition, pursuant to the Brat, which we expectWaiver Agreement, the Investors agreed that notwithstanding the pricing of the Offering, the New Issuance Price with respect to the Notes (and not the Warrants) shall be deemed to be classified as a class 2 E-Bike that can be used both on-road and off-road. Due to these regulations, our vehicles (other than the planned E-Bike) are not legal for on-road use. All such vehicles will come with a warning label stating “This vehicle is designed and manufactured for off-road use only. It does not conform to federal motor vehicle safety standards and operation on public streets, roads, or highways is illegal”, and therefore our vehicles cannot be legally registered for on-road use in any stategreater of: (i) the price per share sold in the United StatesOffering; or (ii) $0.55. The Company completed the Offering at an offering price of $0.50, and as such, the conversion price of the Notes was decreased from $0.75 to $0.55 per share, the number of shares of common stock underlying the Notes was increased from 42,811,595 to 58,379,448, and the exercise price of the Warrants was decreased to the offering price in many countries. In addition to powersports vehicles, we will source, market and sell a complete line of accessories and upgrades. These will feature parts designed to increase performancethis Offering, or appearance, in addition to practical add-ons to equip Volcon vehicles for hunters, ranchers and farmers.$0.50.

The GruntNote Amendment; Security Agreement; Guaranty Agreement

Our first productOn September 14, 2023, the Company entered into a note amendment (the “Note Amendment”) with the Investors pursuant to market,which the Grunt, began shippingInvestors agreed to take the following actions with respect to the Notes:

(i)       to extend the maturity date from February 24, 2024 to January 31, 2025;

(ii)       the Notes required us to have unrestricted and unencumbered cash on deposit of $10,000,000 on December 31, 2023. The Note Amendment reduced the cash requirement to $5,000,000 and extended the requirement date to June 30, 2024;

(iii)       to add a new covenant that on or prior to December 31, 2023, the Company sells to customers not less than 250 Volcon Stag offroad vehicles; provided that in order to qualify as a sale, such sale would need to be revenue on our income statement in accordance with generally accepted accounting practices, as may be amended;

(iv)       to allow us to incur indebtedness of up to $10 million from a factoring arrangement on terms acceptable to the third quarterInvestors, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to the Investors and approved by the Investors in writing; and

(v)        to allow liens arising from indebtedness of 2021. The Grunt is an electric off-road motorcycle with unique design featuresthe type described in clause (iv) above, provided that the factoring lender executes a subordination and capabilities.intercreditor agreement on terms acceptable to the Investors and approved by the Investors in writing.

The Grunt’s distinctive low heightNote Amendment will only become effective upon the execution of a valid and oversize tires are designed to make it look likeenforceable security agreement by the minibikes of the 1970s and 1980s. These unique elements of the Grunt are not just for styling, but we believe they help make it easier to ride as compared to other off-road motorcycles on the market. The low seat height and big tires help make the Grunt stable at all speeds on all surfaces. The electric drivetrain has no clutch and no gears, making it easy for almost anyone to ride.

Although the Grunt can be used as delivered, we have developed an app, which can be downloaded at no charge by anyone, that we believe will enhance the riding experience. The Grunt has a small, optional, dash with limited data; however, the rider can use their phonesCompany and the app (subjectcollateral agent to the rider’s cellular connectivity) asInvestors no later than September 22, 2023; and the execution of a dashboardvalid and enforceable guaranty by mounting it on the handlebars. The app makes it easier for users to set ride modes, check battery status, and update the bike’s firmware.  In the future we plan to add a trip navigation feature to the app.

The Grunt is designed for family off-road adventures, work on the farm or fun transport around private land. Its range can be up to 35 miles (with an optional second battery that provides an additional 35 miles) in its “explore” mode setting and it charges in lessCompany’s subsidiaries no later than three hours from a standard wall outlet.

We are designing an upgraded Grunt, the 2023 Grunt EVO, that will have a belt drive rather than a chain drive, upgraded rear shock and will be available in additional colors and have aftermarket accessory upgrades such as handlebars, grips, foot pegs and seats. The pricing for the 2023 Grunt EVO and accessories has not yet been determined. We expect the Grunt EVO to be available beginning in the first quarter ofSeptember 22, 2023.

The Runt

In the second quarter of 2023, the 2023 Volcon Runt also is expected to be available to the market. The Runt shares the styling of its big-brother, the Grunt, but it is sized for seven to 14-year-olds.

Like the Grunt, the Runt’s large tires and low-slung chassis will make it easier to ride than traditional off-road motorcycles. The Runt rider can see speed, battery charge and ride mode via the ride control app.

TheOn September 22, 2023, the Company, Volcon app will also workePowersports, LLC, a Delaware limited liability company, a wholly owned subsidiary of the Company (“Volcon Delaware”), and Volcon ePowersports, LLC, a Colorado limited liability company, a wholly owned subsidiary of the Company (“Volcon Colorado” and with Volcon Delaware, the “Volcon Subsidiaries”), entered into a security agreement (the “Security Agreement”) in favor of Empery Tax Efficient, LP, in its capacity as collateral agent with respect to the Notes. Pursuant to the Security Agreement, the Company granted the Investors, as collateral for the Notes, a security interest in all of the assets of the Company.

On September 22, 2023, the Volcon Subsidiaries entered into a guaranty agreement (the “Guaranty Agreement”) in favor of Empery Tax Efficient, LP, in its capacity as collateral agent with respect to the Notes. Pursuant to the Guaranty Agreement, the Volcon Subsidiaries absolutely, unconditionally and irrevocably guaranteed the payment by the Company of the Notes.

Warrant Inducement

On September 29, 2023, we entered into a warrant inducement agreement with the RuntInvestors. In connection with this agreement, we lowered the exercise price of 1,535,000 warrants to purchase our common stock to $0.35 per share and will let the parentsInvestor exercised these warrants and paid us $537,250. In addition, we issued 1,535,000 warrants (“New Warrants”) to purchase our common stock with an exercise price of $0.50 per share. The New Warrants can be exercised for unregistered shares of our common stock and expire on August 22, 2027.

Underwritten Offering

On September 15, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), in connection with a public offering (the “Offering”) of an aggregate of 1,400,000 shares (the “Shares”) of the child login on their own phonesCompany’s common stock, par value $0.00001 per share. In addition, the Company granted the Underwriter a 45-day option to control the maximum acceleration and speed of the Runt. Notifications for the child exceeding a certain speed or tipping the bike over can also be sentpurchase up to an additional 210,000 Shares to cover over-allotments, if any, pursuant to the parents via text.Underwriting Agreement.

The Runt will have a rangeOffering closed on September 18, 2023, and the Company received net proceeds of up to 35 miles in its “explore” mode settingapproximately $547,000 after deducting underwriting discounts and charges in less than three hours from a standard wall outlet.

The Brat

We began taking pre-orders forcommissions and estimated expenses payable by the 2023 Volcon Brat E-Bike in September 2022 and expect shipments to beginCompany associated with the Offering. An aggregate of 1,400,000 Shares were sold in the fourth quarter of 2022. SimilarOffering. The Shares were sold at a price to the lineuppublic of Volcon motorcycles, the Brat will have a low seat height, large tires, hydraulic front$0.50 per share, less underwriting discounts and rear disc brakes and is expected to be a Class 2 E-Bike capable of achieving 20 mph maximum speed from throttle assistance. The Volcon app will also work with the Brat.

Future Products

In July 2022, we publicly introduced a prototype of the Stag. We began taking pre-production orders from dealers in June 2022 and consumers in July 2022, which pre-production orders will be transferred to dealers located near the consumer, with delivery to customers expected to begin in the first half of 2023. Pre-orders of the Stag are non-binding and cancellable prior to delivery. The Stag will be Volcon’s first utility/sport UTV with a 64” width to ensure it is able to operate in states with 65”-maximum-width trails.commissions.

The Offering was made pursuant to a shelf registration statement (File No. 333-269644) on Form S-3 and the base prospectus contained therein, which was filed by the Company with the Securities and Exchange Commission on February 8, 2023, Stag isamended on March 15, 2023, and declared effective on March 21, 2023. A prospectus supplement relating to the first UTV model launched andOffering was filed with the SEC on September 18, 2023. 

Under the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 4.0% to the public offering price for the Shares. Pursuant to the Underwriting Agreement, the Company will seatalso issue to the Underwriter or their designees warrants to purchase up to four people, with folding rear seats, a four point harness system, high performance shocks and tires, on demand all-wheel drive, variable power steering, a quick attach cargo system and a full line of accessories.

In the first half of 2024 we expect to introduce a lower performance version20.0% of the Stag with smaller tires and shocks but will still include features like on demand all-wheel drive, a quick attach cargo system, folding rear seats, a 3 point harness system and a full lineaggregate number of accessories. It will feature hauling and towing abilities for work on a farm or job site, but also fold-up seating for four so it can be used for weekend family adventures.

In the second half of 2024 we expect to launch the 2024 Stag Armageddon, a high performance model designed for off-road racing. This model will include a larger motor and battery system, high performance shocks and tires, full time all-wheel drive, locking front and rear differentials, variable power steering and a full line of accessories.

We also expect to release the 2024 Stag HuntShares issued in the second half of 2024. The Stag Hunt is designed for mountain terrain, forest roads and back acreage. Like the Stag Trail Base, the Stag Hunt will have smaller tires and shocks but will have higher payload and towing capacity than the Stag or Stag Armageddon. Finally, in the first half of 2025 we expectOffering (the “Underwriter Warrants”) with an exercise price equal to launch the 2025 Stag Ranch, a utility version125% of the Stag that will have a configurable tilt flatbed system that will be designed for work onoffering price, or $0.625 per share, subject to adjustments. In addition, the ranch or jobsite. We also expectCompany agreed to release a two seat versionreimburse the Underwriter’s fees and expenses of the Stag, the Stag Sport. The timing of the release of the Stag Sport has not yet been determined.

We expect to introduce a larger, longer range UTV (to be named) in 2025, which will be the flagship model in the Volcon line. We are designing this vehicle to have superior range and speed, but still be able to haul and tow far more than a traditional UTV.

Our ability to release new future products is dependent on our ability to generate revenues from our existing products or receive future financing of which there is no assurance.$50,000.

Recent Developments

August 2022 Private Placement

On August 22, 2022, the Company entered into the SPA with certain institutional investors listed on the signature pages thereto pursuant to which the Company agreed to issue and sell to the investors in a private placement (i) the 2022 Warrants and (ii) the Convertible Notes (the “Private Placement”). Pursuant to the SPA, upon the closing of the Private Placement, the Company received approximately $22.5 million in net proceeds. The Company intends to use the net proceeds received by it primarily for general corporate purposes. For further information regarding the 2022 Warrants and Convertible Notes please see the section titled “Description of Securities.”

Aegis acted as exclusive placement agent for the Private Placement. Pursuant to the Placement Agent Agreement, Aegis received (i) upon closing cash compensation of $2.0 million (8.0% of the gross proceeds of the Private Placement), (ii) $250,000 for non-accountable expenses (1.0% of the gross proceeds of the Private Placement), and (iii) the Placement Agent Warrant. For further information regarding the Placement Agent Warrant, please see the section titled “Description of Securities.”

Program to Improve Profitability and Cash Flow

In August 2022, the Company announced that as part of a program to improve profitability and cash flow, it was closing its manufacturing operations in Round Rock, Texas, merging its logistics and storage operations into a single location, and entering into a manufacturing agreement with GLV Ventures (“GLV”) for GLV to produce the Grunt, as well as the Stag. As part of the program, Volcon also reduced its employee headcount in Texas.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as the term is used in The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and therefore, we may take advantage of certain exemptions from various public company reporting requirements, including:

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07$1.235 billion in annual revenues, have more than $700.0 million in market value of our capital stock held by non-affiliates or issue more than $1.07$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available benefits of the JOBS Act. We have taken advantage of some of the reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Risks Affecting Our Company

In evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated by reference in the sections titled “Risk Factors” commencing on page 9 of this prospectus and the Annual Report on Form 10-K for the year ended December 31, 2022 incorporated by reference herein.

Company Information

We are a Delaware corporation and were incorporated in February 2020. The Company completed its initial public offering in October 2021. Our principal executive offices are located at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665. Our phone number is (512) 400-4271 and our website address is www.volcon.com. We make our periodic reports and other information filed with, or furnished to, the SEC available free of charge through our website. The information on or accessible through our website is not part of and is not incorporated by reference into this prospectus.

THE OFFERING

The number of shares of our common stock expected to be outstanding after this offering is based on 32,015,119 shares of common stock outstanding as of September 29, 2023, and excludes, as of that date, the following:

Except as otherwise indicated herein, all information in this prospectus supplement assumes no exercise by the underwriter of its over-allotment option to purchase additional shares.

The numberRisk Factors

An investment in our securities involves risks. We urge you to consider carefully the risks described below, and in the documents incorporated by reference in this prospectus, before making an investment decision, including those risks identified under “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference in this prospectus and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Cautionary Note Regarding Forward-Looking Statements”.

Risks Related to this Offering

We will require additional capital funding in the near term, the receipt of which may impair the value of our common stock.

Our future capital requirements depend on many factors, including our sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources.  Assuming we complete this offering, we expect to have sufficient funds to operate our business until _____________. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all.  To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock.

You will experience immediate and substantial dilution in the book value per share of the common stock you purchase in the offering.

Because the public offering price per share of our common stock being offered is substantially higher than the net tangible book value per share of our outstanding common stock, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. Investors purchasing shares of our common stock in this offering will incur immediate dilution of $ per share, after giving effect to the sale of an aggregate of shares of our common stock to be outstanding after thisat the public offering does not give effect toprice set forth on the following ascover page of September 12, 2022:

Unless otherwise indicated, this prospectus reflectssupplement, after deducting the underwriting discount and assumes no impact from any reverse stock split that could occurestimated offering expenses payable by us. See “Dilution” on page 11 of this prospectus for a more detailed discussion of the dilution you will incur if the Board of Directors effects a reverse stock split.you purchase shares in this offering.

On July 27, 2021,In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the boardextent that additional capital is raised through the sale of directors approvedequity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders or result in downward pressure on the price of our common stock.

Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

Our management will have broad discretion in the application of the net proceeds from this offering, and our stockholders will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. See “Use of Proceeds” on page 11 of this prospectus for a description of our proposed use of proceeds from this offering.

We do not intend to pay dividends in the foreseeable future.

We have never paid cash dividends on our common stock dividend of 1.5 shares for each share of common stock. The Company has accounted for this as a stock split since all common stock shares, warrants, options and restricted stock unit amounts and common stock per share amounts have been adjusted for this stock dividend. All periods presented have been adjustedcurrently do not plan to reflect this stock dividend. As a result ofpay any cash dividends in the stock dividend, Series A and Series B preferred stock converted at a ratio of 2.5 common shares for each preferred share outstanding upon completion of the Company’s initial public offering completed in October 2021.

foreseeable future.

Risk FactorsThe exercise prices of certain warrants and the conversion prices of our outstanding convertible notes payable may require further adjustment.

InvestingIf in the future, including in this offering, we sell our common stock involvesat a high degreeprice below $0.55 per share, the conversion price of risk. You should carefully consider eachour outstanding Notes would adjust to such price, and if we sell our common stock at a price below $0.50 per share, the exercise price of the following risk factorsWarrants to purchase 22,492,754 shares of common stock we issued in our August 2022 and May 2023 note offerings would adjust to such price, in each case, subject to a floor price of $0.22. As if complete this offering at an assumed price of              $ , the conversion price of the Notes will be decreased from $0.55 to           $ per share, the number of shares of common stock underlying the Notes will be increased from 58,379,448 to                , and the exercise price of the Warrants will be decreased to the offering price in this offering.

If we agree to complete additional warrant inducements, we may reduce the exercise price of warrants held by Investors and we may issue additional warrants to the Investors to replace some or all of the warrants that were exercised.

On September 29, 2023, we entered into a warrant inducement agreement with Investors and reduced the exercise price of certain warrants from $0.50 to $0.35 in order to induce them to exercise 1,535,000 warrants. We also issued 1,535,000 additional warrants to the Investors with an exercise price of $0.50.  To the extent we complete similar warrant inducements in the future, our stockholders may experience substantial dilution.

If we fail to satisfy all applicable continued listing requirements of the Nasdaq Capital Market our common stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our common stock.

Our common stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other information included in this prospectuscontinued listing requirements and the documents we have incorporated by reference into this prospectus,standards, including those in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K filedregarding director independence and independent committee requirements, minimum stockholders’ equity, minimum bid price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the SEC,applicable listing standards.

On July 5, 2023, we received a notice from Nasdaq that we were not in compliance with Nasdaq’s Listing Rule 5550(b)(2), which requires that we maintain a market value of listed securities (“MVLS”) of $35 million. MVLS is calculated by multiplying our shares outstanding by the closing price of our common stock. On July 6, 2023, we received a notice from Nasdaq that we were not in compliance with Nasdaq’s Listing Rule 5550(a)(2), as supplemented by our Quarterly Reports on Form 10-Q, before making an investment decision. Any of these risks and uncertainties could have a material adverse effect on our business, financial condition, cash flows and results of operations could be materially adversely affected. If that occurs, the tradingminimum bid price of our common stock could decline materially, and you could lose all or part of your investment. The risks included in this prospectushad been below $1.00 per share for 30 consecutive business days.

We have until January 2, 2024, to regain compliance with both the MVLS requirement and the documents we have incorporated by reference intominimum bid price requirement. To regain compliance with the MVLS requirement, our MVLS must close at $35 million or more for a minimum of ten consecutive business days during this prospectus are notgrace period. To regain compliance with the only risks we face. We may experience additional risks and uncertainties not currently known to us, or as a result of developments occurring inminimum bid price rule, the future. Conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows and results of operations.

Risks Related to our Common Stock

If our stock price fluctuates, you could lose a significant part of your investment.

Since our initial public offering through September 12, 2022, our share price has fluctuated from a high of $17.96 to a low of $0.95 and closed at $2.68 on September 12, 2022. The marketminimum bid price of our common stock ismust meet or exceed $1.00 per share for a minimum of ten consecutive business days during this grace period. While we may be able to qualify for additional time to attempt to regain compliance, there can be no assurance that we will qualify for additional time to regain compliance, or that we will regain compliance with or without such additional time. If we do not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that our shares of common stock will be subject to wide fluctuationsdelisting.

In the event that our common stock is delisted from Nasdaq and is not eligible for quotation or listing on another market or exchange, trading of our common stock could be conducted only in response to, among other things, the risk factors described in this filing and other factors beyond our control,over-the-counter market or on an electronic bulletin board established for unlisted securities such as fluctuationsthe Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the valuation of companies perceived by investors to be comparable to us. Furthermore,news media, which could cause the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. Instock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

The exercise prices of certain warrants and the past, many companies thatconversion prices of our outstanding convertible notes payable may require further adjustment if we complete a reverse stock split.

As stated above, we have experienced volatility inuntil January 2, 2024, to regain compliance with the marketminimum bid price requirement, which will require the minimum bid price of theirour common stock have beento meet or exceed $1.00 per share for a minimum of ten consecutive business days. In our 2023 annual meeting of stockholders, our stockholders approved a proposal granting our board of directors the authority to effect a reverse stock split of our outstanding common stock at one of the following reverse stock split ratios, 1-for-2, 1-for-3, 1-for-4, or 1-for-5, as determined by the board in its sole discretion. In order to attempt to satisfy the bid price requirement, our board of directors may exercise the foregoing authorization and effect a reverse split of our common stock.

The exercise prices of the Warrants to purchase 22,492,754 shares of common stock we issued in our August 2022 and May 2023 note offerings, and the conversion prices of our outstanding convertible notes, may be subject to securities class action litigation. We may bedownward adjustment if we complete a reverse stock split. Specifically, upon the targetcompletion of this typea reverse stock split, if the lowest volume weighted average price of litigation inour common stock during the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The termsfive consecutive trading days after the completion of a reverse stock split is less than the exercise prices of the 2022 Warrants and Convertible Notes imposed additional challenges on our ability to raise capital.

The agreements related toor the saleconversion prices of the 2022 Warrantsconvertible notes, then such exercise prices and Convertible Notes containconversion prices shall be reduced to such price, in each case, subject to a numberfloor price of restrictive covenants that may impose significant operating and financial restrictions on us while the 2022 Warrants and Convertible Notes remain outstanding, unless the restrictions are waived by consent of each holder, including, but not limited to, restrictions on our ability to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions; issue additional equity (outside of the 2022 Warrants and Convertible Notes, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions, among other restrictions.

A breach of the covenants or restrictions under the SPA, the 2022 Warrants and Convertible Notes and related agreements governing our indebtedness could result in an event of default under such agreements. As a result of these restrictions, we may be limited in how we conduct our business, unable to finance our operations through additional debt or equity financings and/or unable to compete effectively or to take advantage of new business opportunities.

$0.22.

Further, while we could potentially receive up to an aggregateUse of $29.2 million in grossProceeds

We estimate that the net proceeds from this offering will be approximately $           (or approximately $              if the underwriter exercise its over-allotment option in full), after deducting the underwriting discount and estimated offering expenses payable by us.

We expect to use the net proceeds from this offering for general corporate purposes. This represents our best estimate of the 2022 Warrants,manner in which we will use the Placement Agent Warrantnet proceeds we receive from this offering based upon the current status of our business, but we have not reserved or allocated amounts for specific purposes and the Underwriter Warrant, assuming the exercise in full of allwe cannot specify with certainty how or when we will use any of the 2022 Warrants,net proceeds. Amounts and timing of our actual expenditures will depend on numerous factors. Our management will have broad discretion in applying the Placement Agent Warrant and Underwriter Warrant, no assurances can be made that the holders of such warrants will elect to exercise any or all of such warrants and, accordingly, no assurance that we will receive anynet proceeds from this offering.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the exerciseforeseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and any contractual restrictions.

DILUTION

If you invest in our common stock in this offering, your interest will be diluted immediately to the extent of the 2022 Warrants, Placement Agent Warrant and Underwriter Warrant. We believedifference between the likelihood that the holders will exercise the 2022 Warrants, the Placement Agent Warrant and the Underwriter Warrant, and therefore the amount of cash proceeds that we would receive, is dependent upon the tradingpublic offering price per share of our common stock which as of the date the 2022 Warrants, the Placement Agent Warrant, and the Underwriter Warrant were issued was below the exercise priceas adjusted net tangible book value per share of $2.85 for the 2022 Warrants, the exercise price of $3.5625 for the Placement Agent Warrant and the exercise price of $3.75 for the Underwriter Warrant. If the trading price for our common stock is less than the exercise price for either the 2022 Warrants, the Placement Agent Warrant or the Underwriter Warrant, we believe the holders of such warrants will be unlikely to exercise their warrants. Accordingly, we may not receive cash proceeds with respect to either the 2022 Warrants, Placement Agent Warrant or Underwriter Warrant and we are restricted in our ability to conduct additional debt or equity financings.immediately after this offering.

The issuance Our net tangible book value as of June 30, 2023 was approximately negative $23.9 million, or approximately $(0.78) per share. Net tangible book value is determined by subtracting our total liabilities from our total tangible assets, and net tangible book value per share is determined by dividing our net tangible book value by the number of shares of our common stock outstanding.

After giving effect to: (i) the sale of 1,400,000 shares of our common stock at a price of $0.50 per share completed in a public offering we conducted in September 2023; and (ii) the sale of           shares of our common stock in connection withthis offering at the Company’s outstanding warrants, including the 2022 Warrants, the Placement Agent Warrant and the Underwriter Warrant, and the Convertible Notes, could cause substantial dilution, which could materially affect the tradingpublic offering price of $      per share, and after deducting the underwriting discount and estimated offering expenses payable by us, our common stock.as adjusted net tangible book value as of June 30, 2023 would have been approximately $      , or approximately $      per share. This represents an immediate increase in net tangible book value of approximately $       per share to our existing stockholders and an immediate dilution of approximately $      per share to new investors participating in this offering. The following table illustrates this dilution on a per share basis:

The 2022 Warrants,If the Convertible Notes, the Placement Agent Warrant and the Underwriter Warrant are exercisable or convertible, as applicable, for upunderwriter exercises its option to 22,072,464 shares of the Company’s common stock. Thepurchase an additional         shares of common stock issued uponin full, our as adjusted net tangible book value after giving effect to this offering, would have been approximately $         per share, representing an increase in net tangible book value of approximately $         per share to existing stockholders and immediate dilution in net tangible book value of approximately $         per share to new investors purchasing shares in this offering.

The information discussed above is illustrative only and will adjust based on the exercise or conversion, as applicable, ofactual offering price, the 2022 Warrants, the Convertible Notes, the Placement Agent Warrant and the Underwriter Warrant will result in dilution to the then existing holders of common stock of the Company and increase theactual number of shares eligible for resalewe offer in the public market. Sales of a substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

The sale of our common stock by the selling shareholders, or the perception that stock sales may occur, could cause the price of our common stock to decline.

On August 22, 2022 we entered into the SPA, pursuant to which we agreed to issuethis offering, and sell to the investors in the Private Placement (i) the Convertible Notes in an aggregate principal amount of $27,173,913, at an initial conversion price of $2.25 per share of the Company’s common stock and subject to adjustment upon the occurrence of specified events, and (ii) the 2022 Warrants to purchase up to 9,057,971 shares of common stock with an initial exercise price of $2.85 per share of common stock. Contemporaneously, we entered into the Placement Agent Agreement, pursuant to which we agreed to issue the Placement Agent Warrant to purchase up to 603,864 shares of the Company’s common stock at an exercise price of $3.5625. On February 1, 2022, we entered into the Underwriting Agreement, pursuant to which we agreed to issue the Underwriter Warrant to purchase up to 333,334 shares of the Company’s common stock at an exercise price of $3.75. Therefore, up to 22,072,464 shares of the Company’s common stock have been registered under this registration statement.

The sale of our common stock in the public market or otherwise, including sales by the selling stockholders pursuant to this prospectus, or the perception that such sales could occur, could harm the prevailing market price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate (which ability to sell equity securities is also subject to restrictions under theany other terms of the SPA and related agreements). If and when we do issue shares of common stock to the selling stockholders upon the exercise or conversion, as applicable of the 2022 Warrants, Convertible Notes, Placement Agent Warrant or Underwriter Warrant, the selling stockholders may resell all, some or none of those shares of common stockthis offering determined at any time or from time to time in their discretion. Resales of our common stock may cause the market price of our securities to drop significantly, regardless of the performance of our business.pricing.

We may not be able to maintain our listingThe above discussion and table are based on the Nasdaq, which could have a material adverse effect on us and our stockholders.

The standards for continued listing on Nasdaq include, among other things, that the minimum bid price for the listed securities not fall below $1.00 for a period in excess of thirty (30) consecutive business days. During the month of May 2022 our common stock traded at levels below $1.00 per share on at least one occasion, but never for thirty (30) consecutive days. However, if the closing bid price30,615,119 shares of our common stock wereoutstanding as of June 30, 2023, and excludes as of that date the following:

The above illustration of dilution per share to failinvestors participating in this offering assumes no exercise of outstanding options or warrants to meet Nasdaq’s minimum closing bid price requirement, or if we otherwise fail to meet any other applicable requirements of Nasdaq and we are unable to regain compliance, Nasdaq may make a determination to delist our common stock. The delisting ofpurchase our common stock, from Nasdaq could negatively impact us by (i) reducingand no conversion of convertible notes. The exercise of outstanding options or warrants or the liquidity and marketconversion of convertible notes having an exercise or conversion price of our common stock; (ii) reducingless than the number ofoffering price would increase dilution to investors willing to hold or acquire our common stock, which could negatively impact our abilityparticipating in this offering. In addition, we may choose to raise equity financing; (iii) impactingadditional capital depending on market conditions, our ability to use a registration statement to offercapital requirements and sell freely tradable securities, thereby preventing or limiting us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our common stock, then our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. We currently have one analyst covering us and limited published research or reports about us. As a small-cap company, we are more likely than our larger competitors to lack coverage from securities analysts. In addition,strategic considerations, even if we receive analyst coverage, if onebelieve we have sufficient funds for our current or more analysts ceases coveragefuture operating plans. To the extent that additional capital is raised through our sale of usequity or failsconvertible debt securities, the issuance of these securities could result in further dilution to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one or more analysts who elect to cover us issue negative reports or adversely change their recommendations regarding our common stock, our stock price could decline.

As an “emerging growth company” under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:

For so long as we remain an emerging growth company, we will not be required to:

stockholders.

Additionally,UNDERWRITING

We will enter into an underwriting agreement with Aegis Capital Corp. (“Aegis”) in connection with this offering. Aegis is acting as the sole book-running manager. The underwriting agreement provides for so long as we remainthe purchase of a specific number of shares of common stock. The underwriter has agreed to purchase the number of shares set forth opposite its name below:

The underwriter has agreed to purchase all of the shares offered by this prospectus (other than those covered by the over-allotment option described below), if any are purchased under the underwriting agreement.

The underwriter is offering the shares subject to various conditions and may reject all or part of any order. The representative of the underwriter has advised us that the underwriter proposes to offer the shares directly to the public at the public offering price per share that appears on the cover page of this prospectus. In addition, the representative may offer some of the shares to other securities dealers at such price less a concession of $_____ per share. After the shares are released for sale to the public, the representative may change the offering price and other selling terms at various times.

We have granted the underwriter an emerging growth company, we:over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriter to purchase a maximum of          additional shares from us to cover over-allotments. If the underwriter exercises all or part of this option, they will purchase shares covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. The underwriter has agreed that, to the extent the over-allotment option is exercised, they will purchase the additional shares reflected in the foregoing table.

The following table provides information regarding the amount of the discount to be paid to the underwriter by us, before expenses (these amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option in the offering):

(1)         We intendhave agreed to take advantage of all of these reduced reporting requirements and exemptions, other than the longer phase-in periods for the adoption of new or revised financial accounting standards under §107pay a non-accountable expense allowance to Aegis equal to 1.0% of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.gross proceeds received in this offering.

We caution youestimate that our total expenses of the offering, excluding the estimated underwriting discount, will be approximately $            , which includes the fees and expenses for which we have agreed to reimburse the underwriter.

As additional compensation to Aegis, upon consummation of this offering, we will issue to Aegis or its designees warrants to purchase an aggregate number of shares of our common stock equal to 10.0% of the number of shares of common stock issued in this offering, at an exercise price per share equal to 125% of the public offering price (the “Underwriter Warrants”). The Underwriter Warrants and the underlying shares of common stock will not to place undue reliancebe sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriter Warrants by any person for a period of 180 days beginning on the forward-looking statements, which speak only as of the date of this prospectuscommencement of sales of the offering in the case of forward-looking statements contained in this prospectus.compliance with FINRA Rule 5110.

UseThe Underwriter Warrants will be exercisable from the date that is six months from the commencement of Proceedsthe sales of the offering, and will expire four years and six months from such date in compliance with FINRA Rule 5110(g)(8)(A). Furthermore, (i) the Underwriter Warrants do not have more than one demand registration right at our Company’s expense in compliance with FINRA Rule 5110(g)(8)(B); (ii) the Underwriter Warrants do not have a demand registration right with a duration of more than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C); (iii) the Underwriter Warrants do not have piggyback registration rights with a duration of more than seven years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D); and (iv) the Underwriter Warrants have anti-dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F).

AllLock-Up Agreements

Our directors and executive officers have agreed that, for a period of one hundred twenty (120) days from the closing date of the Resale Shares offered by the selling stockholders pursuantoffering, subject to this prospectus will be sold by the selling stockholders for their respective accounts. Wecertain limited exceptions, they will not receivedirectly or indirectly, without the prior written consent of Aegis, (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the proceedsCompany or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

Our directors and executive officers have agreed not to offer, sell, dispose of or hedge any shares of our common stock, subject to specified limited exceptions, for a period of one hundred twenty (120) days after the date of this offering.

Aegis, in its sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release common stock and other securities from these sales. With respect tolock-up agreements, Aegis will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of common stock underlyingand other securities for which the 2022 Warrants,release is being requested and market conditions at the Placement Agent Warranttime.

Company Standstill

Without the prior written consent of Aegis, the Company has agreed, for a period of one hundred eighty (180) days from the closing date of the offering, that it will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company except for (i) the adoption of an equity incentive plan, or the amendment of an existing equity incentive plan, and the Underwriter Warrant, we will not receivegrant of awards or equity pursuant to any proceeds from such shares except with respect to amounts receivedequity incentive plan, and the filing of a registration statement on Form S-8; provided, however, that any sales by us upon exercise of such warrantsparties to the extent such warrants are exercised for cash. We intendlockups shall be subject to use any such proceeds for general corporate purposes.

The selling stockholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxesthe lock-up agreements and certain legal expenses incurred by such selling stockholders(ii) this issuance of shares in disposingconnection with an acquisition or a strategic relationship which may include the sale of theirequity securities, and we will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expensesan issuance of shares in connection with an agreement with a vehicle manufacturer; provided, that none of such shares shall be saleable in the public market until the expiration of the applicable period described above.

Right of First Refusal

If, for the period ending eighteen (18) months from the closing of the offering, we or any of our counselsubsidiaries decides to raise funds by means of a public offering or a private placement or any other capital raising financing of equity, equity-linked or debt securities, Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Aegis or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and our independent registered public accountants.

MARKET FOR OUR COMMON STOCK AND Dividend Policy

Market for Our Common Stock

Our common stock is listed onnature, but in no event will the Nasdaq under the symbol “VLCN.” As of September 12, 2022, we had 1,233 stockholders of record and 24,347,197 outstanding shares.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain earnings, if any, to finance the growth and development of our business. We do not expect to pay any cash dividends on our common stockfee structure be less than those outlined in the foreseeable future. Payment of future dividends, if any, will be atunderwriting agreement between the discretion of our board of directorsCompany and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments,Aegis entered into for this offering, and the provisions of applicable law andsuch underwriting agreement, including indemnification, which are appropriate to such transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s notification of its financing needs. The foregoing right of first refusal shall not apply to (i) any transaction where the book-running manager, underwriter or placement agent for such financing is a tier one investment bank in the United States or (ii) any non-public financings or transactions not involving an investment bank, financial advisor, placement agent, finder or other factorsparty receiving payment in connection with the board deems relevant.

offering, including, without limitation, rights offerings to existing shareholders or similar transactions.

SELLING STOCKHOLDERSTail Financing

2022 Warrants, Convertible Notes, Placement Agent WarrantAegis shall be entitled to compensation with respect to any public or private offering or other financing or capital raising transaction of any kind to the extent that such financing or capital is provided to us by funds whom Aegis had contacted during the engagement period or introduced to us during the engagement period, if such tail financing is consummated at any time within the six (6) month period following the expiration or termination of the letter of engagement between Aegis and Underwriter Warrantus dated September 29, 2023, as may be amended from time to time.

2022 Warrants and Convertible NotesIndemnification

On August 22, 2022, we entered into the SPA with Empery Asset Master, LTD, Empery Tax Efficient, LP and Empery Debt Opportunity Fund, LP, pursuant to which weWe have agreed to issueindemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933.

Rules of the Securities and sellExchange Commission may limit the ability of the underwriter to bid for or purchase shares before the distribution of the shares is completed. However, the underwriter may engage in the Private Placement (i)following activities in accordance with the 2022 Warrantsrules:

·       Stabilizing transactions — The representative may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

·       Over-allotments and syndicate covering transactions — The underwriter may sell more shares of our common stock in connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates a short position for the underwriter. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriter’s over-allotment option to purchase upadditional shares in this offering described above. The underwriter may close out any covered short position either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market, as compared to 9,057,971the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.

·       Penalty bids — If the representative purchases shares in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriter and selling group members who sold those shares as part of this offering.

·       Passive market making — Market makers in the shares who is the underwriter may make bids for or purchases of shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.

Similar to other purchase transactions, the underwriter’s purchases to cover the syndicate short sales or to stabilize the market price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or mitigating a decline in the market price of our common stock. As a result, the price of the shares of our common stock withmay be higher than the price that might otherwise exist in the open market. The imposition of a penalty bid might also have an initial exerciseeffect on the price of $2.85 per sharethe shares if it discourages resales of the shares.

Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. These transactions may occur on the Nasdaq Capital Market or otherwise. If such transactions are commenced, they may be discontinued without notice at any time.

Electronic Delivery of Preliminary Prospectus: A preliminary prospectus in electronic format may be delivered to potential investors by one or more of the underwriter participating in this offering. The preliminary prospectus supplement in electronic format will be identical to the paper version of such preliminary prospectus. Other than the preliminary prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus forms a part.

The underwriter and its affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and our affiliates in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, the underwriter and their affiliates may effect transactions for their own account or the accounts of customers, and hold on behalf of itself or its customers, long or short positions in our debt or equity securities or loans, and may do so in the future. Aegis may release, or authorize us to release, as the case may be, the common stock and (ii) the Convertible Notes in an aggregate principal amount of $27,173,913, at an initial conversion price of $2.25 per share of the Company’s common stock andother securities subject to adjustment upon the occurrence of specified events. Pursuant to the SPA, upon the closing of the Private Placement of the 2022 Warrants and Convertible Notes, the Company received approximately $22.5 millionlock-up agreements described above in net proceeds. The Company intends to use the net proceeds received by it primarily for general corporate purposes.

The 2022 Warrants are immediately exercisable for five (5) years and entitle the investors to purchase 9,057,971 shares of the Company’s common stock at an initial exercise price of $2.85, subject to adjustment under certain circumstances describedwhole or in the 2022 Warrants.

The 2022 Warrants contain certain exercise limitations, providing that no exercise may be made if, after giving effect to the exercise, the holder, together with any of its affiliates, would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock after giving effect to such exercise.

The Convertible Notes are the senior unsecured obligations of the Company and were issued with an original issue discount of 8.0%. The Convertible Notes bear no interest until an event of default has occurred, upon which interest accrues at 10.0% per annum. The Convertible Notes mature on February 24, 2024, unless earlier converted (only upon the satisfaction of certain conditions) (the “Maturity Date”). The Maturity Date may be extended at the sole option of the holder, under certain circumstances specified therein. The Company may, at its election, force conversion of the Convertible Notes ifpart at any time after the issuance date, the weighted average price of the common stock for ten (10) consecutive trading days equalswith or exceeds $3.50, subject to certain limitations described in the Convertible Notes.

The Convertible Notes contain certain conversion limitations, providing that no conversion may be made if, after giving effect to the conversion, the holder, together with any of its affiliates, would beneficially own in excess of 9.99% of the Company’s outstanding shares of common stock after giving effect to such conversion.

Contemporaneously with the execution and delivery of the SPA, the Company also entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the resale of the 2022 Warrant Shares and Convertible Note Shares, on or before the 30th calendar day following the closing of the SPA and to cause such registration statement to be declared effective by the SEC on or before the 60th calendar day (or, in the event of a “full review” by the SEC, the 90th calendar day) following the closing of the SPA. We are required to use our best efforts to maintain the effectiveness of the registration statement until the date that all the Resale Shares covered by such registration statement (i) have been sold or (ii) may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto). The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

Placement Agent Warrant

Aegis acted as exclusive placement agent for the Private Placement. Pursuant to the Placement Agent Agreement, Aegis received (i) upon closing cash compensation of $2.0 million (8.0% of the gross proceeds of the Private Placement), (ii) $250,000 for non-accountable expenses (1.0% of the gross proceeds of the private placement), and (iii) the Placement Agent Warrant to purchase up to 603,864 shares of the Company’s common stock at an exercise price of $3.5625.

notice.

Underwriter Warrant

In connection with the Company’s 2022 public offering completed on February 1, 2022, we entered into the Underwriting Agreement. Pursuant to the Underwriting Agreement, we agreed to issue to Aegis, as compensation for its services, the Underwriter Warrant, a five-year warrant to purchase up to 333,334 shares of the Company’s common stock at an exercise price of $3.75.

This prospectus relates to the resale by the selling stockholders named herein of the Resale Shares issuable upon the exercise or conversion, as applicable, of the 2022 Warrants, the Convertible Notes, the Placement Agent Warrant and the Underwriter Warrant, respectively.

Information About Selling Stockholder Offering

The selling stockholders may offer and sell, from time to time, any or all of the Resale Shares being offered for resale by this prospectus, which consists of: (i) up to 9,057,971 2022 Warrant Shares, (ii) 12,077,295 Convertible Note Shares, (iii) 603,864 Placement Agent Shares and (iv) 333,334 Underwriter Warrant Shares.

The term “selling stockholders” includes the stockholders listed in the table below and their permitted transferees.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock by each selling stockholder, the number of shares of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own after this offering. We have based percentage ownership on 24,347,197 shares of common stock outstanding as of September 12, 2022.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

Because each selling stockholder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our shares of common stock in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

The Convertible Notes contain certain conversion limitations, providing that no conversion may be made if, after giving effect to the conversion, the holder, together with any of its affiliates, would beneficially own in excess of 9.99% of the Company’s outstanding shares of common stock after giving effect to such conversion. The 2022 Warrants contain certain exercise limitations, providing that no exercise may be made if, after giving effect to the exercise, the holder, together with any of its affiliates, would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock after giving effect to such exercise. The number of shares in the second, fourth, fifth and eighth columns do not reflect the above referenced limitations, but the percentages in the third and tenth columns do reflect such limitations.

Selling stockholder information for each additional selling stockholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling stockholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling stockholder and the number of shares registered on its behalf. A selling stockholder may sell or otherwise transfer all, some or none of such shares in this offering. See the section titled “Plan of Distribution” beginning on page 34 of this prospectus.